38
resolution) may resolve to authorise the relevant situation and the continuing
performance by the director of his duties on such terms as they may determine.
(2)
Any reference in paragraph (1) above to a conflict of interest includes a conflict of interest
and duty and a conflict of duties.
(3)
Any terms determined by directors under paragraphs (1)(a) or (1)(b) above may be
imposed at the time of the authorisation or may be imposed or varied subsequently and
may include (without limitation):
(a)
whether the interested directors may vote (or be counted in the quorum at a
meeting) in relation to any resolution relating to the relevant situation;
(b)
the exclusion of the interested directors from all information and discussion by the
Company of the relevant situation; and
(c)
(without prejudice to the general obligations of confidentiality) the application to
the interested directors of a strict duty of confidentiality to the Company for any
confidential information of the Company in relation to the relevant situation.
(4)
An interested director must act in accordance with any terms determined by the directors
under paragraphs (1)(a) or (1)(b) above.
(5)
Except as specified in paragraph (1) above, any proposal made to the directors and any
authorisation by the directors in relation to a relevant situation shall be dealt with in the
same way as any other matter may be proposed to and resolved upon by the directors in
accordance with the provisions of these articles.
(6)
Any authorisation of a relevant situation given by the directors under paragraph (1) above
may provide that, where the interested director obtains (other than through his position as
a director of the Company) information that is confidential to a third party, he will not be
obliged to disclose it to the Company or to use it in relation to the Company's affairs in
circumstances where to do so would amount to a breach of that confidence.
78.
Declaration of interests other than in relation to transactions or arrangements
with the Company
A director shall declare the nature and extent of his interest in a relevant situation within
article
to the other directors.
79.
Declaration of interest in a proposed transaction or arrangement with the
Company
If a director is in any way, directly or indirectly, interested in a proposed transaction or
arrangement with the Company or any of its subsidiaries, he must declare the nature and
extent of that interest to the other directors.
80.
Declaration of interest in an existing transaction or arrangement with the
Company
Where a director is in any way, directly or indirectly, interested in a transaction or
arrangement that has been entered into by the Company or any of its subsidiaries, he
must declare the nature and extent of his interest to the other directors, unless the
interest has already been declared under articl
81.
Provisions applicable to declarations of interest
(1)
Subject at all times to the Statutes, the declaration of interest must (in the case of article
and may, but need not (in the case of article
or
be made:
(a)
at a meeting of the directors; or
